Incubating Love
by Khimintu
Summary: Upon realizing the slightest signs of emotions developing within Kyubey, Mami sets out to have him experience the human condition.
1. Beginnings

**Author's note:** This is my first story. Due to the lack of Kyubey and Mami stories, I've opted to write one myself. Kyouko appears in the next chapter (hopefully). Feel free to leave your criticism. The story's title I credit to my brother.

* * *

_What am I doing here again?_

Kyubey nimbly jumped from the windowsill into the bedroom of a luxurious apartment. The room was tidy, practical, and modest in decoration. A bed was situated in a corner of the room, near the window. Next to the bed was a small desk, currently occupied by a young girl with blonde hair curled into drill-shaped pigtails.

"Good evening, Tomoe Mami."

_That's right. I am merely checking the status of the contractor._

"Ah! Good evening!" Mami replied, looking up and slightly turning in her chair. She was surprised to see the Incubator, who hadn't made contact with her since two weeks ago.

Witch activity had been relatively low during the day's hunt, and the blonde magical girl was quickly finishing her homework with her extra time. Mami put down her pencil. "Is there something going on?"

"Not particularly. I am merely checking on you."

"Really? That's rather strange, wouldn't you say?"

"Is it?"

At this statement, Kyubey once again questioned the purpose of his visit. It is highly unlikely that Tomoe Mami would be in a negative state, considering the experience of magical girl. Emotionally, she should also be in good condition, especially since her relationship with Sakura Kyouko stabilized just a ago, an event that Kyubey just so happened to be around when it occurred. So what exactly was he doing here?

"Yes, it is… So just checking up huh?" A small twinge of anxiousness made itself into Mami's mind. "Is there something wrong with me?" The worry was reflected in the tone of her voice.

"No. You are in good physical and mental condition."

The apprehension faded. "That's a relief. Well, I can't say you've stopped by recently. I guess you had some newly contracted girls to stick to, right?"

Kyubey opted not to reply, and instead, curled up on top of the pillow on Mami's bed.

Mami sighed, "Alright then," and returned to her homework. She'd rather not think about what happened to the other girls if Kyubey had stopped tailing them.

It was true that there was a newly contracted girl in an adjacent city, but she didn't last long. After seeing her death, Kyubey quickly made his way back to Mitakihara.

Mami had slightly more homework than usual today, and she appreciated the extra time she received. The blonde magical girl didn't mind the extra homework today. That she and Kyouko finally made up set her in a good mood. She was still in good spirits even now, and hummed a small tune to herself as she finished her work.

Kyubey perked up slightly at the sound of Mami humming.

_She is rather motivated._

The Incubator stretched and wondered why Mami seemed to be enjoying her work. From his experience, the average human girl rather disliked schoolwork. But it was none of his concern anyway.

"Well, that's that." Mami sighed as she closed her workbook. After standing up and doing a quick stretch, she exited her room and headed towards the bathroom for a quick shower before bed. Kyubey moved again, from the bed back to the windowsill, and curled up.

After a while, Mami returned to her bedroom, now in her pajamas and with her curls undone. Kyubey observed Mami's hair with curiosity. With her hair down, it looks... different.

"Oh, you're still here." She said, regarding the Incubator. She had actually forgotten about his presence.

"Do you wish for me to leave?"

"Um… I don't mind. You can stay if you like," Mami said, with a smile. She really didn't mind the company. It could get rather lonely in her flat all by herself. But that would soon change. Mami planned to see Kyouko sometime soon. Perhaps even tomorrow – it is a Saturday after all.

The Incubator settled himself down again, an action which Mami took as acceptance. Mami yawned, and decided it was time for some sleep. She turned off the lights and slid into the covers of her bed.

"You know, Kyubey, it almost seemed like you had some feelings a moment ago," Mami said jokingly with a chuckle. She was well aware that he didn't of course.

"What do you mean by that, Tomoe Mami?"

"Well, coming back to check on me is a bit unnecessary. I'm quite an experienced magical girl, you know. It seemed like you were worried, and it was almost as if you wanted to stay here when I offered."

"I see." Kyubey highly doubted the words of the magical girl. It's just like humans to try and place emotions within things that clearly do not possess them.

"I suppose it is normal to check up once in a while," Mami said. She turned to her side and closed her eyes. "Well then, goodnight, Kyubey."

A small urge to say goodnight back passed through the Incubator's mind, but quickly left.

Mami's words resounded in his consciousness.

_Maybe I should check myself instead for mental illness._

The thought quickly departed as well, but the fact that it appeared at all left Kyubey curious.

* * *

A few hours of the night have passed, and Kyubey raised his head. The moon's ivory light cast a long shadow of the Incubator across the floor. There really is no reason for him to stay any longer. He could leave at any time.

_Strange. I feel no desire to leave._

Kyubey jumped down from the windowsill and onto Mami's desk. He glanced at Mami, sound asleep, and watched her eyes move underneath her eyelids.

_She must be dreaming._

Kyubey wondered what it's like to dream. Having no real need for sleep, or rather yet, they _don't_ sleep, the Incubator can neither experience nor attempt to experience a dream. Of course, their inability to dream does not mean a lack of knowledge of the matter.

_Why am I thinking such things? Sleep is an unnecessary and cumbersome limitation of the human body._

He took another glance at Mami, and watched her chest rise and fall to the rhythm of her breathing. Her Soul Gem glowed softly at his side on the desk, casting a small golden light across the desk at which he sat. The slightest hint of corruption swirled black at the very edges of her Soul Gem - not really a serious problem yet.

_There is nothing to be concerned about._

Kyubey settled down once again.


	2. Inspiration

**Author's note:** So here's the next chapter. It was a bit harder to write, because I kept writing things that I would later cut out, thinking they would fit better in later chapters. Anyway, thanks for all the positive comments. They were very encouraging. I really didn't expect to get as much attention as I did.

I will be on vacation in a few days, lasting for quite a while. I'm not sure if I will be able to release any new content, but I will still have ample time to work on the story. Once again, thank you all!

* * *

_Mami dreamed of a small tea party at her apartment._

_She was seated at her dining table, with a particular redheaded girl sitting across on the opposite side. They were both enjoying some chocolate cake, served with herbal tea. Laughter filled the room, golden sunlight streamed in through the floor-to-ceiling windows, and Mami was filled with a relaxing sense of happiness._

_The dream shifted._

_She was still sitting at her dining table, during the evening when the last ripples of orange in the sky were receding from view, giving way to the night. Mami was eating her dinner alone._

_No, not alone. There was something - _someone_ - sitting at her side. She turned her head to see Kyubey on her table to her left, perched near the edge._

_Mami smiled. "Would you like some food, Kyubey?"_

_"Sure," the Incubator replied. "I would love some."_

_Mami grabbed some rice with her chopsticks and fed it to Kyubey. "Why don't I get you your own bowl?"_

_"That would be nice."_

_A new bowl of rice was placed in front of Kyubey, along with a serving of vegetables._

_"Thank you, Mami." Kyubey ate the food eagerly._

_The same feeling of happiness was still in the air. It was the feeling of not being alone…_

* * *

Mami woke up - suddenly, but gently, the memory of the vivid dream fresh in her mind. She squinted from the sunlight that poured through the window and into her eyes. After a few moments laying still in drowsy laziness, Mami decided it was time to get up.

She sat up and performed a quick scan of the room and saw Kyubey curled up on her desk.

_That's funny. I thought he would leave in the middle of the night._

She thought back to her dream. In the first part, Kyouko was there with her. It felt so nice. Mami wanted something like that. As for the second part…

"Good morning, Tomoe Mami." Kyubey's words broke Mami's reverie.

"Oh! Good morning, Kyubey! I see you're awake now." She'll think about her dream later.

"I was not asleep in the first place."

"It certainly seemed like it." Mami thought Kyubey looked kind of cute curled up like that.

_Do Incubators need to sleep? I guess not._

At this thought, Mami pulled off her blanket and sprang out of bed. She did a quick stretch and exited her room. Kyubey jumped down from the desk and followed the blonde girl as she headed for the well-stocked kitchen, one of her favorite rooms of the house.

As the pair crossed the living room, the morning sun could be seen through the large windows, sharpening the room's details with its bright light. A few clouds were scattered through the expanse of the sky. The weather was ideal.

Mami entered her kitchen and gathered some basic ingredients, opting to cook a simple breakfast. Kyubey watched from the countertop as the blonde girl prepared her meal - spreading butter, cracking eggs, sprinkling small pieces of basil leaves. It was a simple dish of eggs on toast, but prepared with the subtle nuances of a master chef.

Mami noted Kyubey's silent presence in the room.

_It's like he enjoys being here._

Her lips subconsciously formed into a small smile at the thought.

When Mami finished cooking her breakfast, Kyubey once again followed her to her triangular dining table and watched as she ate.

"What do you plan on doing today, Mami?"

"Hm? Well I was thinking of spending the day with Sakura-san," Mami said. "Akemi-san has witch hunting duty today."

"I see."

"Why do you ask?"

"No particular reason. I was just wondering."

"Alright then…" Mami returned to her food.

The memory of her dream returned to her as she ate, along with the feeling of happiness and companionship that is so elusive in the magical girl's mainly solitary life.

_I should invite Sakura-san for tea sometime. If we get to see each other today, I'll ask her._

"Well, I should probably call her first." Mami said, and she quickly finished the rest of her food.

After placing her dishes in the sink, she walked to the house phone and dialed the number that Kyouko gave her yesterday. The phone rang four times.

"Akemi residence."

"Akemi-san?" Mami tilted her head slightly in surprise.

"Mami? What do you need?"

"Actually, I was trying to reach Sakura-san."

"She's staying with me."

"Oh is that so…? How's it working out?"

"I'll get her for you." Homura clearly didn't want to waste her time chit-chatting with Mami. The blonde girl sighed. It was just like Homura.

As she waited for the phone to be handed to Kyouko, Mami recalled when the redhead wrote down the phone number. Thinking back, Mami did think it was strange that Kyouko would have a phone of her own.

"'Ello? Mami?"

Kyouko sounded groggy, as if she just woke up. Mami giggled at the fact.

"Good morning, Sakura-san! How are you?"

"Eh… I'm fine."

"That's good to hear. What are you doing today?"

"Nothin' really."

"Great! Because I was hoping we could... do something today. Together." A bit of hesitation could be heard in Mami's voice. She was just a tad shy of the matter, but overall resolute.

"Sure, that'll be awesome! What're we doin'?"

Mami let out a mental sigh of relief. That Kyouko sounded more awake also made Mami happy. "Why don't we first meet up at the park, the one with the fountain? In say… two hours?"

"Sounds good. I'll meet ya there."

"See you then!" Mami hung up. Deciding to get ready early so she could arrive before Kyouko, the blonde girl walked back towards her bedroom.

"No peeking in my bedroom while I'm dressing, okay Kyubey?" Mami teased.

Kyubey merely tilted his head in response.

_Hm… maybe he doesn't understand. I suppose so, since he doesn't have any emotions._

_Or does he…?_

But the train of thought was interrupted as the door to Mami's bedroom closed behind her and the magical girl set her mind to preparing herself for the day.

Mami decided to dress herself in a yellow, floral-print sundress and a white cardigan. Though she never told anyone, Mami used a small touch of magic to curl her hair into her signature drills.

After a while, staring into a full length mirror, Mami decided that she was ready. She exited her room to grab some homemade sweets from her fridge for Kyouko to snack on. Kyubey sat facing the large windows, staring out at the skyline.

"Will you be staying here, Kyubey?" Mami asked as she retrieved the candy from her fridge.

"No, I will not. There are things that I must attend to."

"Okay. Well, I'll see you later then."

"Until next time, Mami."

As Mami was just about to exit her apartment, Mami heard an unusual remark from Kyubey.

"Have a good day."

"Oh… thank you. You too, Kyubey."

Mami closed the door and smiled as she left.

_That was really nice of him of to say._


	3. Realization, Part 1

**Author's note:** I'm back from vacation! I'm sorry it took so long, so here's a double chapter release! I think this chapter is quite introspective, so it's a bit harder to write. It's also slightly longer, which I'm happy about. Hope you enjoy! All the reviews so far have been very encouraging, and I can't thank you all enough.

* * *

Kyubey watched the door close behind Mami and listened to the sound of her receding footsteps.

He turned back towards the large window and continued to stare out, taking in the view of the city skyline. The sun wasn't visible from his vantage point, but the window panes of Mitakihara's many skyscrapers reflected the light of the bright sun.

It was true that he had a few things to do today. While he is back in Mitakihara, he might as well check on the other magical girls, like he did with Mami. He also had to perform a routine search for girls in the city possessing potential, but this was hardly necessary considering the number of magical girls already residing here.

_This is the first time I am reluctant to begin my tasks for the day. How strange._

The Incubator was in a pensive mood. He watched the streets slowly fill with bustling life as the city woke up, and his wandering thoughts brought him back to the memory of the previous magical girl of his acquaintance, now deceased. That was merely a few days ago, but in the world of magical girls, a lot can happen in a short amount of time...

* * *

"Take this! Hya!"

Bursts of green magical energy slammed into a group of advancing familiars. A young magical girl, clad in green and gold and wielding a large scepter, sped through the witch's labyrinth.

Kyubey was perched on the girl's shoulder, and watched as she blasted another group of familiars with a large bolt of energy.

"Don't you think that was a bit much?" The Incubator pointed out. "You're expending far too much magic than necessary just to kill some familiars."

"Why should I care? Because of my stupid wish, both my parents are dead and my best friend hates my guts. I bet she wouldn't even care if I'd died here, so why should I?"

"Your soul gem is tainting rapidly. You will not last long at this rate."

"I said I don't freaking care!" The green magical girl slammed the end of of her scepter on the ground, sending a pulse of magical energy outward from herself. The wave destroyed another set of familiars and also knocked Kyubey off her shoulder.

_Emotions truly are a hindrance._

As he watched the girl run off into the distance, he could see tears streaming down her face. He had only been away from Mitakihara for about a week and a half. He was lucky enough to contract a girl within a couple of days, but it would seem that she won't last any further.

_A pity. She was quite a logical and reasoning one in the beginning._

* * *

It was dusk, and the bright, setting sun threw long shadows across the ground. From his perch on the roof a tall building, Kyubey could see the world half engulfed in golden light, and the other half wrapped in darkness.

It didn't take long for another witch's lair to form. The magical girl had surprisingly managed to reach the witch and defeat it, but in doing so, became one herself. The Incubator could still feel the waves of energy emanating from the recently shattered soul gem as he looked from a distance.

"The universe thanks you for your service. You have reduced the effects of entropy."

Kyubey stood at the same spot, watching the witch's lair as it steadily grew.

_That girl didn't last long at all. Her emotions became unstable and clouded her higher judgement._

He continued to stand at his perch, watching the witch's lair. He knew that he should leave soon. There was nothing more he had to do here, but something kept him rooted to the spot.

The Incubator had observed from a distance the girl's battle. She had always been calculating and discerning before, which kept her slightly resistant towards corruption. But every massive burst of magical energy that she expended carried her heavy emotions, and seemed to penetrate something deep within Kyubey. He was almost able to feel the each magical bolt vibrate his very core.

___Even as analytical and reasoning as she was, her emotions were her end. But I suppose they all succumb to their emotions in the end._

Kyubey's thoughts suddenly turned to the magical girls back in Mitakihara, and one girl in particular...

_They all do in the end..._

On a whim, Kyubey decided to return to Mitakihara, the memory of the girl in green and gold fresh on his mind.

* * *

Sakura Kyouko was the first person Kyubey met when he returned. It was not intentional.

The rain was falling in heavy drops as Kyubey crossed the border of the adjacent city back into Mitakihara. His thin layer of soft fur was matted against his skin from the rain, and he decided to relieve himself of the mild discomfort.

The Incubator jumped through a broken window of a rundown, abandoned building. He quickly scanned the room. It was a small, damp place. Broken pieces of glass were scattered across the floor, but most were gathered near the far corner of the room. The wallpaper was peeling in several places, revealing the wood underneath. One small portion of the ceiling was dripping water from the rain.

It was an overall unpleasant place. Though it was not necessary to stay in such an area due to his invisibility to the average human, Kyubey respected people's privacy. Usually.

Movement from a corner of the room caught Kyubey's attention. A small lump ruffled for a few moments, and soon a familiar body sprang out from the pile. A mass of red hair on the person's head swayed with the movement.

"Ah geez! So freakin' uncomfortable."

Kyubey decided to make his presence known.

"Good evening, Sakura Kyouko."

"Eh?" Kyouko looked around with bleary eyes before resting on Kyubey's small frame. "Jesus!"

Kyouko flinched backwards slightly in surprise, now very awake. Ignoring her reaction, Kyubey jumped down from the windowsill and approached the redhead.

"How'd ya know I was here?"

"I did not. It was merely coincidence."

"Son-of-a-gun." Kyouko sighed and leaned back against the wall, slightly more relaxed. "Well, can't say I've seen yer face in a while."

"I was away." Kyubey said, and shook off some of the water.

"Ya were huh? What made ya come back?"

The Incubator took a second to think, and his mind flashed with green and gold.

"Should there be a reason?"

"You always have a reason for doin' things."

Kyubey thought for another brief moment. "Let's just say that my business in another city has concluded, and I have returned to see how things are going back here."

Kyouko put her arms behind her head. "So yer just checkin' on us. Heh. That's kinda funny."

"What do you mean by that, Sakura Kyouko?" Kyubey tilted his head in question.

"Just seems a bit unlike ya. Seems like yer concerned." She grinned with the thought. She knew that was impossible though. "And it's only been like a week ya know?"

"You and I should both know from experience that a lot can happen in a week for a magical girl. Do you recall Miki Sayaka?"

Kyouko suddenly had a sour taste in her mouth, and her grin immediately vanished.

"Why don't you shut up," She said with a glare.

"I am just stating facts."

"Well do it somewhere else."

The storm had stopped, and a thrumming silence replaced the sound of falling rain.

"Are you asking me to leave?"

"Sure, why not? I need to sleep." Kyouko began squirming her way back into the pile of blankets.

Kyubey got up and made his way towards the window. Right before leaving, he turned back around to face Kyouko.

"By the way, is there a reason you're staying here in this old, abandoned building? I'm sure Akemi Homura, or even Tomoe Mami if you're on good terms with her now, could provide accommodations for you."

Kyouko didn't have an answer. "Ya gonna leave or what?"

Kyubey knew why the redhead chose not to ask for help. It was her stubborn pride, a belief that she must rely solely on herself. Though emotional creatures often are unpredictable, sometimes it also made them very predictable.

"I was merely offering a suggestion. Sleep well, Sakura Kyouko."

Kyubey jumped silently out the window, leaving the redheaded girl in sleepless thought.

The next couple of days the Incubator skirted the edges of Mitakihara, slightly hesitant towards entering the city completely. There was something that Kyouko had said that bothered Kyubey.

_Did I return because I was concerned about these people?_

His wanderings eventually led him to one particular apartment building.

* * *

The sun was now just visible from the window, hanging high in the sky. It's rays illuminated the scene before Kyubey, leaving no trace of the long shadows of the early morning sun. The Incubator decided that it was about time he started his errands for the day. He turned away from the large windows and faced the well-furnished living room.

As he paused to look at the room around him, a sense of comfort filled his small frame. It was the feeling when one returns home from a long trip, filled with nostalgia and novelty.

_I suppose... I was indeed concerned. But only for one person in particular._

Kyubey headed away towards the exit, thinking about the implications of his feeling.


	4. Realization, Part 2

**Author's note:** The second chapter of the double chapter release! A small break from the main plot, but still relevant. It's dialogue heavy, so I hope I got the voices right. Kyouko's is always fun to write. Chapters now have titles yay!

* * *

Mami sat on a wooden bench at the park, humming a small tune to herself.

The late, autumn air was crisp and cool, and a soft breeze fluttered occasionally through the open expanse of the park, blowing around a few scattered leaves. The fountain faced the bench where Mami sat and quietly spewed its water.

Mami's head was inclined upward at the clear, blue sky. She was thinking of plans for her day with Kyouko.

_I'm pretty sure there's a local fair going on right now._

In her musings, Mami didn't notice Kyouko approach her from the side.

"Heyo."

The blonde girl turned her head towards the source of the noise, and her eyes widened in surprise.

"Oh, Sakura-san!" Mami stood and bowed gracefully to greet her grinning, redheaded friend. "Good morning!"

"Mornin'. How are ya?"

"I'm just fine, thank you."

Mam discreetly inspected Kyouko's attire with amusement. It was her typical blue-green jacket and denim shorts.

_She really should get some new clothes... But I suppose we can save that for another day. It suits her well anyway._

"And you? I trust you're doing fine as well."

"Yup." Kyouko stretched and then plopped down on the bench. "Got a really good night's sleep last night."

Mami followed suit and sat as well. "That's good."

"Yeah. A bit of a weird dream though. There was a snake that fell into an ocean, but it came up and became a human."

"Really...?" Mami giggled. "I think you're having a bit too many sweets before bed."

Kyouko chuckled. "Heh, ya know me too well. I don't plan on stoppin' though, just sayin'."

"Well, I should be discouraging you, but..." Mami reached into her handbag that she had been carrying and pulled out the small bag of sweets.

The redhead gasped and her mouth fell open in awe. "Mami, you're the best!"

"I don't know about that..." Mami blushed slightly. "You can eat it now if you'd like."

"Alright! Don't mind me!"

There was a short lull in conversation, the only sound coming from Kyouko tearing through her food and her occasional, mumbled exclamations of enjoyment. Mami watched with satisfaction. Taking pride in her cooking abilities, she also takes pleasure in watching others enjoy her food.

"Man, tha' was great!" The redhead said after finishing. She wiped her mouth with the jacket of her sleeve, and leaned back. "Thanks, Mami."

"You're welcome, Sakura-san."

"I had a dream last night too." Mami began, trying to resume the conversation. "You and Kyubey were in it."

"Really..." Kyouko looked at her blonde friend with a playful grin. "Can't stop thinkin' 'bout me huh? Even while sleepin'."

Mami giggled. "Well, you are very important to me, Sakura-san."

"Oh… thanks." Kyouko's cheeks became tinged with a shade of pink at the unexpected response. "What was Kyubey doin' in it?"

"I… don't know." Mami thought back to her dream. She really didn't know what to make of it. She decided to keep the details to herself for now. "He was just kind of there."

"Gotcha."

The conversation paused again.

"Well, we should get going." Mami stood up energetically. "Is there any place in particular you want to go to today?"

"Erm..." Kyouko frowned slightly. The redhead looked to the side and nervously scratched the back of her head with one hand in thought.

"That's alright. I was thinking we go to the local fair. How does that sound?"

"Oh good idea!" Kyouko briefly wondered why she didn't think of that herself. "I hear they got lots o' good food."

Mami giggled again.

_It's just like her to be thinking about food._

"Sounds like a plan. Well then, shall we go?"

"Yeah, let's get goin' already!"

Kyouko ran off in one direction, before being corrected by an amused Mami.

"It's this way Sakura-san."

"I knew that!"

The two magical girls walked off at a comfortable pace, together.

* * *

It was late afternoon when they decided to leave the fair. The two girls walked along the lightly crowded streets of Mitakihara, with tall buildings and skyscrapers towering above them. The air was still cool and genial despite the afternoon sun.

Kyouko was almost bouncing with residual excitement, chatting energetically about her favorite parts of the fair.

"Aww man that was so awesome! You know, I've always wanted go to one of these things!"

"You mean you haven't been to a fair before, Sakura-san?" Mami turned her head slightly towards her friend in question.

"Nah. It's the damn price of it all. Ya know... I kinda feel bad makin' ya pay for me and all."

"Don't worry about it. I'm glad you were able to experience something like this. Besides, I had a lot of fun too."

"Mm. Well... it was quite a bit of money, so... thanks." Kyouko said curtly, looking to the side. Mami noticed the slight change in attitude.

_She's still shy about expressing herself. How cute._

Kyouko tried to change the subject. "I still think ya should've rode them teacups with me."

"They looked a bit scary, don't they? Especially with you spinning them."

"Wha d'ya mean? They woulda been perfect for ya, since you love tea and all."

"Well I personally think you should have some self-control." Mami playfully countered. "Don't you think you were a bit violent with those kids when you were on the bumper cars?"

"They're kids." Kyouko waved a hand in dismissal. "They'll bounce back."

"And I can't believe you ate all that cotton candy, right after we had lunch too!"

"I could've had more too if ya'd let me. Don't be such a mommy, Mami." Kyouko grinned widely and chuckled at her own pun.

A smile forced its way onto Mami's lips. "Perhaps I wouldn't be if you weren't such a kid."

_But that's exactly what I like about her._

The conversation stalled. Kyouko seemed to have calmed down a little, and was now walking with her hands behind her head.

The two girls rounded a corner of the street, out from behind the shadow of the building they were walking aside and into the golden light of the sun. The tall buildings gradually became more sparse as they approached the park.

"I wish every day could be like this." Kyouko sighed, and stretched.

"I do too."

"If we aren't so damn busy all the time..."

"Being a magical girl is an important role though."

"Yeah sure." Kyouko's tone wasn't very committed. "Spreadin' hope, huntin' witches, slowing entropy. The magical girl business."

"I know how you feel about it, Sakura-san, but it's still something we need to take seriously."

"Mm."

They reached the fountain again, and stood before it. The water droplets glinted with sunlight.

"Hey Mami, did ya know Kyubey's back in Mitakihara?"

The comment surprised Mami. "Actually yes, he visited me last night. How do you know?"

"He did huh? Well I ran into him a few days ago."

"That must have been awkward."

"Heck yeah. So he visited you huh? Ya know, Mami, is it just me or does he seem kinda different."

"Different… how?" Mami ventured carefully. She did think that the Incubator's behaviour was somewhat different, but she wanted to make sure it couldn't be attributed to some mistake on their part.

"Well, he was the one who suggested that I stay with Homura."

"Did he now?" Mami stepped forward slightly in interest.

"Also, it's just him comin' back to the city by itself. Back when I was in Kasamino, he just kinda left me alone, ya know?"

"Hm…" Mami was in deep thought.

_So I'm not the only one who thinks that._

"Do ya think somethin's up with him?" Kyouko stared intently past the fountain at the sun in the distance, now beginning to set. "Maybe I'm just crazy."

"No! I feel the same way. Something is different about him…"

Bits and pieces of thought flowed through Mami's head - that he bothered staying the entire night, his asking about her plans for the day, his wishing her a good day before she left.

"Seriously? So I'm not crazy!"

Mami made an intuitive leap, and an idea sprang into her head.

"I think something might have happened to him while he was gone. Something important that changed him."

"Ya think so?"

"Yes… I'll talk to him about it."

"Heh. It'll be nice if stops being such a douche all the time, am I right?" Kyouko grinned.

"Well I don't think he was _that_ bad to begin with."

"Eh."

_I suppose… it will be nice if Kyubey were like us. I bet he'd be a very nice person._

The two girls stood in front of the fountain, and watched the sunset together, both lost in their own thoughts. The streetlights slowly turned on, one by one.

Mami noticed a twinkling, and looked upwards to see the white brilliance of Venus pierce through the red twilight.

She turned to her redheaded friend. "Well, it's about time I headed back."

"I guess I should too." Kyouko faced towards Mami as well. "Thanks for lettin' me tag along today."

"No, I should be thanking you, for agreeing to spend the day with me. I had a lot of fun today."

"Same here. Hey, let's do this again sometime."

"Of course!" Mami said with a large smile. A thought crossed her mind, and she reached out to take Kyouko's hand in her own. "Sakura-san, why don't you visit my apartment sometime? It's been a while, hasn't it?"

Kyouko blushed slightly and looked to the side. "Yeah… I'll do that."

Mami released her hands, and stepped back.

"Well… I suppose this is goodbye for now." She said slowly. "I'll see you later, Sakura-san."

"See ya, Mami."

Their eyes met for a brief, glowing moment.

The two girls then walked off into the evening, going their separate ways.


	5. Confrontation

**Author's note:** There's a slight change. I decided that Madoka won't be a magical girl in this universe. Also, school will be starting real soon. I'll try to keep up with things as much as possible.

* * *

Kyubey raced across the high rooftops of Mitakihara, jumping from one to another, feeling the gentle sun on his back and the wind whistling past his ears. Below, the streets flowed with the traffic of automobiles, bikes, and pedestrians, and the low murmur of the their combined noise rose up from under him.

Some time has passed since the Incubator left Mami's apartment, deciding that performing his job will be a good distraction from his troubling thoughts. It worked for a while.

He methodically scoured the city, slowly making a rough spiral outwards from Mami's residence. He let his senses expand as he ran, probing the streets, the sidewalks, the buildings, into individual cars and rooms, for any sign of magical potential. Of course, one's potential fluctuated, sometimes erratically, and therefore Kyubey must perform a second scan immediately after, spiraling back inwards.

An Incubator's job requires a lot of work.

Suddenly, Kyubey detected a massive source of magical potential to his right and below. He jumped off the rooftop of the building he was on and landed with ease atop of a street lamp. He stared out across the street.

As expected - the source of the massive potential came from no other than Kaname Madoka, sitting peacefully at an outdoor table of a cafe. Unfortunately for the Incubator, sitting across from the girl is none other than Akemi Homura. The two girls were chatting amiably over a modest serving of tea and biscuits, shaded from the early afternoon sun by a large umbrella extending from the table.

Kyubey regarded the dark haired girl with interest. He couldn't very well contract Madoka with her around, but then again, Kyubey had given up long ago. It wasn't worth all the spare bodies.

_To think she cares so much about one person. This mental illness is certainly repulsive._

Kyubey's thoughts suddenly turned to a particular blonde haired girl. Did he not return because of his care for this person? Who was he to criticize?

But if he shares this characteristic with the raven haired girl, it must mean that he...

The Incubator shook his head violently.

_I do not want to think about it._

Kyubey deftly turned away from the scene and resumed the search of the city, trying in vain to focus on his work and blot out the disturbing thoughts, but his mind remained on the magical girl he saw at the cafe.

_She resisted my attempts to contract Madoka. She fought Walpurgisnacht. She traveled through hundreds of timelines before succeeding. All for another person._

Kyubey stopped briefly in front of a large fountain in a park, listened to spraying and bubbling of the water, and stared into the droplets spewing from the central pedestal. The refracted light glistened with a multitude of colors, including ones beyond a human's visible spectrum.

_I do not understand._

The Incubator felt tense, confused. In frustration he leaped through a miniature waterfall created by the fountain and landed on the other side of the fountain. He shook himself dry, and continued his meticulous search of the city.

The act only made him cold.

* * *

Kyubey landed on the railing of an outdoor balcony, high above the street. He looked past sliding glass doors at a young girl sitting in front of a desk in her bedroom, facing away from him and doing homework.

She possessed adequate levels of magical potential, and the Incubator was just about to initiate contact via telepathic message before a thought froze him.

_By forming a contract with this girl, I would be subjecting her to a life a combat, removing her from her ordinary lifestyle._

As he stared at the girl sitting at her chair, an image of her dressed in green and gold attire briefly flashed across his eyes. Kyubey hesitated.

_It is for the sake of the universe. Their individual sacrifices are for the good of the whole._

But Kyubey stood still, not making a move. He could feel conflicting thoughts tossing and churning inside himself.

_This is a job I must perform. I need to do this._

There should be no reason for hesitation. None. But still Kyubey made no move.

The breeze blew gently, causing his ears to swivel slightly in the wind. A few leaves gathered on the floor of the balcony skittered to the side, and blew off into the distance.

The girl suddenly snapped her head up as if she heard a noise, startling Kyubey out of his inner mental debate. She stood up from her desk and walked out of her bedroom door.

_It appears she's busy. I suppose I could come back later._

The Incubator did return later, only to find that the girl no longer possessed potential.

He was secretly relieved.

* * *

It was late into the evening when Kyubey returned to Mami's apartment.

Mami was reading a book for school in her living room. She sat on a plush sofa, lost in her novel, with the large windows to her side. Through the windows could be seen the many buildings of the city twinkling with constellations of light from a thousand windows. The scenery provided a nice atmosphere for quiet reading. The only sounds that could be heard were the low thrum of the air conditioning system and the flipping of pages.

"Good evening, Mami."

Mami's head snapped up in surprise to see Kyubey on the small coffee table in front of her.

"Oh, good evening, Kyubey! I was wondering if you'd come back. You haven't really said whether you would or not."

"My apologies. Is it alright if I stay here?"

"Of course, Kyubey. It's nice having you here."

"Is it?"

"Yes, I enjoy the company." Mami sighed. "It can get pretty lonely here, all by myself."

"I see." Kyubey jumped from the coffee table to the couch and curled up next to Mami.

Mami smiled and continued reading her book. She unconsciously reached out a hand to pet Kyubey. The human gesture didn't bother him. Plenty of girls do it, and the Incubator knows to act like he's enjoying it. It increases positive regards from the magical girls.

Besides, Kyubey found the gesture strangely calming at the moment, especially after his strange day. There were a number of things on the Incubator's mind that was bothering him.

_Why did I hesitate to contact that girl?_

Kyubey looked at the blonde girl at his side. "Excuse me, Mami."

"Hm? Yes, Kyubey?"

"May I ask you a question?"

"Uh… sure, I guess so. What is it?"

"How do you feel about being a magical girl, especially after so long?"

Mami closed her book and sat back in thought.

"Well… that's a tough question to answer. I suppose… I can't say I'm happy about it. It's not a life I would recommend. But I made a contract, and it's my duty to protect people. I feel that, since I have this power, I also have a responsibility to fulfill. Does that answer your question?"

"Yes, it does. Thank you, Mami."

"Why did you ask?"

"I was curious." Kyubey said simply.

"I see…" Mami knew there was a reason of course, but she decided to let it drop. She opened her book and continued reading.

Her answer lingered on Kyubey's mind.

The blonde magical girl has always interested the Incubator. The actions of his species have always been utilitarian in nature. They were for the greater good of the whole - to slow entropy and prevent the heat death of the universe. The Incubator concedes that the service of the magical girls is often at the expense of an ordinary and peaceful life. That's why they offer to grant a wish. However, Mami has always performed with a sense of duty, of obligation, with no regard for her own personal feelings. This is something that interests Kyubey deeply. It was something he couldn't understand.

After a while, Mami closed her book again. She couldn't stop thinking about why Kyubey had asked her that question. She turned towards the Incubator, still curled up on the couch cushion next to hers. Her conversation with Kyouko during the day came to her mind.

"Kyubey... would you like something to eat? I know it's quite late, but if you'd like, I would be happy to prepare something for you."

Mami wanted to talk to the Incubator about his possibly developing emotions. There's no point in delaying it, but it was a serious matter, and she felt that such matters are best discussed over a meal.

Kyubey raised his head to look at the blonde girl.

_Why this all of a sudden?_

"I appreciate the offer, Mami, but may I ask for the reason behind it?"

"Well…" Mami began slowly. "I just thought it would be nice to share a meal with you."

_I've had meals with her before. She shouldn't have to ask._

"If you're intent on it, then by all means."

"Great! I'll have some cake out real soon." Mami excitedly stood up and headed towards the kitchen.

_This instance must be different somehow._

Kyubey moved to the triangular dining table and sat on top of it.

Mami soon emerged from the kitchen with a tray in her hands, containing two cups of tea, two small slices of cake, and a set of silverware. She set the tray down on the table, and then sat down herself.

"Please, eat as much as you like." Mami said as she placed one slice of cake in front of Kyubey. It was a small slice of chocolate pound cake with strawberries on top. After returning home, she had prepared the cake as a dessert with her dinner. She set a smaller slice for herself, since she already had some.

An uncomfortable silence settled over the room. Mami knew she had to bring up the issue eventually, but she was hesitant. It's such a sensitive issue - so she continued to eat in silence.

As she ate, Mami also watched Kyubey eat. The Incubator ate slowly and deliberately. He knew it was considered rude to speed through a meal. Accepting the food provided by the contracting girls also improved relations after all.

"How does it taste?"

"It tastes like chocolate and strawberries, among other things. Was I supposed to taste something different?"

"Well… no. But does it taste good?"

"I cannot say."

"Oh… alright then." Mami returned to her own cake, discouraged by her failed attempt to start conversation. The uncomfortable silence remained.

It had never occurred to her that Incubators could only taste in so far that they could only distinguish between tastes, but not say whether it was enjoyable. She wondered why it had never come up before in previous meals they shared. It would make sense in retrospect since Incubators lack emotion, but in light of recent circumstances…

Kyubey had finished his slice, and looked up to see Mami with a pensive look on her face.

_Perhaps I upset her. I should say something._

"Regardless of whether I enjoyed it, Mami, I appreciate the meal. Thank you."

"Oh, you're welcome, Kyubey. That's kind of you to say." Mami smiled briefly.

Yes, if her intuitions are correct, then Kyubey would eventually be able to tell what tastes good, to truly enjoy a meal. She decided to bring up her thoughts at last.

"Kyubey, I admit that there is a reason for this meal."

_I thought so. I wonder what it could be._

"What is your reason, Mami?"

"I want to discuss something with you."


	6. Humanity

The silence was suffocating.

"I want to discuss something with you," Mami had said.

But now that she'd begun, the blonde girl did not know how to continue. She sat still, staring down at her cup of tea. It is rather a difficult subject to approach, and it didn't help that the Incubator merely sat there, tail swishing, waiting for her to continue. Mami squirmed in her seat.

_How do I even begin to say this...?_

She looked up briefly to see the Incubator's piercing eyes locked on her. Her heart leaped in alarm and her hands clenched the teacup in front of her. Mami's eyes snapped back down.

It just occurred to her that the thing sitting in front of her is so… so _alien_.

Over the course of years, Mami had grown accustomed to the Incubator's presence. Ever since she made a contract, he had always been there. For the most part, Kyubey had always been around. Only recently did he leave the city altogether. However, despite this familiarity, Mami really knew nothing about the Incubator. He had never talked about himself at all. Mami knew nothing about his personal history. His thoughts were privy only to himself, and no one else. Any information about his species was undisclosed.

_He's distant. That's the word. Distant._

This creature sitting in front of her was truly a mystery, shrouded by secrets. No matter how much time is spent together with him, there will always be a large gap. Could something so foreign truly develop something as humane as emotions? Could Mami really believe that he has feelings?

_What if I'm mistaken in my assumptions? Maybe I'm just looking too hard into things._

And what would be the implications of his having feelings?

Mami certainly _wanted_ to believe that Kyubey does have feelings. Though she would never admit it, the blonde magical girl was undeniably lonely. On the coldest, most silent nights, as Mami sat in her empty living room, the walls of her apartment seem to close in on her. Sometimes she would bake a cake or make some tea in an attempt to cheer herself up. But sitting at her table, all by herself, she would only be reminded that there was no one with whom she could share her cake. There was no one for whom she could pour a cup of tea. Her baked desserts would sit in her refrigerator for days before Mami could finally finish them. Every slice of an unfinished cake would remind her of how lonely, how solitary, her life really is.

If Kyubey could experience emotion, does that mean this distance between them could be crossed? Could she form a relationship more than that of mutual benefactors?

_Maybe this is all just wishful thinking._

Mami didn't want her hopes crushed again. She didn't want to feel like she made a friend, only to have it torn away from her. So many people have came into her life, and for a brief moment, she would be happy. But they always leave. Kyouko had left. It was only by some miracle that their friendship was rekindled. Sayaka left too - and very permanently. There was no chance of that relationship ever reforming. Mami didn't want to get her hopes up. And yet…

She took a deep breath and relaxed her body, and her grip on her teacup lessened. Mami decided. She had to find out. There would be no way to know otherwise if this is all for naught, or the start of a new, lasting relationship. Besides, her intuition has always been correct. She felt confident on this one.

_I'll never know unless I ask._

Mami finally looked up, nervous but resolute, straight into the Incubator's eyes. She decided to be blunt.

"Kyubey, I think you're experiencing emotions."

A pause. The Incubator's tail stopped swishing.

"What makes you say that?"

Mami took another deep breath. "Sakura-san and I were talking earlier and… well, based on your recent actions, I think it's safe to assume you're beginning to feel emotions."

Kyubey's headed tilted in curiousity. It could be a trick of the light, but Mami thought she also saw the Incubator tense slightly.

"What of my recent actions made you draw that conclusion?"

Mami paused again to think. The evidence was meager to say the least. It was mostly her intuition. It was something she _felt_. Of course, that's how it should be, right? Emotions should be felt, not dissected and analyzed by reason and logic. Also, if Kyouko also feels the same way, then she's not alone in her hunch.

"It's just… an instinct."

"Then that is not sufficient evidence, wouldn't you say?"

_Is it just me, or does his voice have a sharp edge to it…?_

"But Kyubey, you were gone all last week, but came back. Sakura-san said that she was left alone in her time in Kasamino but-"

"She was a capable magical girl that did not require my presence."

"Not with her illusion magic recently locked away, the skill we based our entire training on. Besides, with your reason, you wouldn't have returned to Mitakihara. There's three of us in this city after all."

"This city is merely my main area of jurisdiction."

Mami fished for a tangible reason she could use. "Then… what about when you wished me a good day this morning? What about when you suggested Sakura-san that she stay with Akemi-san? She told me that-"

"Do _not_ associate your repulsive human qualities with me."

Mami flinched in shock at the harshness of Kyubey's voice.

_Did… did he just sound angry?_

Mami decided to slow down a bit, and try a gentler approach.

"Kyubey," Mami began. Her voice was soft, but her heart seemed to thump like a loud drum. "I know this could be hard for you to accept. But as one who has emotions, I know what they feel like. I can recognize them. You've never experienced this before, so you probably aren't even aware of what you're going through. Let me help you."

"You're wrong. It is impossible that one like me could experience emotions."

"It's not impossible, Kyubey. You said yourself that there are those of your species who do experience emotions."

"They are mentally insane."

"Maybe from your perspective. It may be repulsive to you, but to us, our emotions make us beautiful. It's part of… no, it _is_ our humanity, and it's beautiful!"

Mami was surprised herself by the passion of her own voice. But it seemed to have an effect on Kyubey. He seemed to relax slightly and his tail started swishing again, perhaps in curiousity. The Incubator's pinkish eyes were locked on hers with such intensity that she couldn't break away at all.

There was a long stretch of silence, during which Mami could only hear the blood rushing in her ears. She wondered how the Incubators' species ever got like this. How did they even reach this point of pure, emotionless reason? Perhaps they were always like that. Is that why their science is so far ahead, so advanced that they could work against the death of the universe?

A thought came to Mami, and she began again, trying to break the silence. "Kyubey, don't you think it says something that emotions are what slows entropy, that emotions are what prevents the death of the universe. It says that they're meaningful, right?"

"I… do not understand." He finally said, his voice slow and measured.

"Maybe not now, but I think you can, eventually."

"How?"

It was Mami's turn to be confused. "I… I don't-"

"How can I understand this thing you call humanity?"

Mami's heart filled with hope at those words.

_Am I getting through to him?_

She leaned forward over the table. "Kyubey! Does this mean you're-"

"No it does not. I am only curious." Kyubey stood up and stepped forward slightly on the table. "You haven't answered my question. How can I understand?"

Mami thought for a moment. "I'm… not sure. I'll need some time to think."

The Incubator watched her intently, seemingly to probe for any sign of faltering. The gaze was enough to make Mami want to cringe and hide her face, but she bore it.

"Alright then." He turned away and jumped onto the top of a bookshelf near the window. With the stars and the night sky as a backdrop, his small frame silhouetted by the light of the moon, the Incubator turned back to face the blonde magical girl. "I do not wish to speak of this any longer tonight. Goodnight, Tomoe Mami."

With that, his image slowly faded away from existence.

Mami let out a breath she didn't know she was holding. She got up to take the dishes to the sink.

_That… didn't go as I imagined._

* * *

Mami flopped down onto her soft bed, closed her eyes, and let out a deep sigh. Her bed was comfortable and relaxing below her body. It was late into the night, the lights in her apartment were off, and Mami had taken a shower and brushed her teeth. As she lay in bed, the telltale signs of weariness began to lap at the edges of her mind, beckoning her to sleep. But in the twilight between consciousness and slumber, Mami's mind drifted to the events that have just transpired.

_He sounded upset. That's an emotion, isn't it? Though not really an ideal one…_

Mami was hopeful. Despite the Incubator's utter denial, she felt like she was getting through, especially at his last comment.

_I'm sure he does want to experience emotions, or he wouldn't have asked that. But…_

Mami didn't have any idea how Kyubey could come to understand the indescribable, undefinable feelings that humans experience. The only way would be for him to experience it himself, but Mami couldn't very well _make_ him feel emotions. There must be something that is able to carry the meaning and weight of emotions, something influenced by and inspired by emotions, something that reflects pure feelings.

A soft sound broke through Mami's musings, seeming to come from outside. Mami briefly opened her eyes and turned to look out her bedroom window. From the building across the street, on an outdoor balcony several stories up, right across from Mami's window, a rich, melodious tune resounded from a violin played by the wispy silhouette of a person.

_Music…_

With that final thought in mind, drowsiness overtook her, and Mami fell asleep.


	7. Uncertainty

**A/N:** Yeah, it's been a while. I'm really sorry! There are lots of things going on in my life. I've also started to lose confidence in my writing (I wasn't even that good to begin with). Well anyway, here you go. Poor Kyubey. He's going through so much. This chapter's very contemplative, so not much happens. But don't worry! I have plenty of things planned for the next one.

* * *

Kyubey sat on the edge of a rooftop overlooking the cityscape far below. His perch was high amongst the clouds and the moon seemed mere inches from his reach, but his spirit has never felt as low as it did now. The night air was cold, but it was nothing compared to the boiling thoughts that occupied the Incubator's mind. The unexpected topic of conversation with the blonde magical girl a few hours ago had left him thoroughly disturbed, partly due to the certainty of her assumption, and partly due to his own, livid response.

_How I reacted... _

He remembered a strange heat that had inflamed in his head and chest, clouding his mind and shortening his breath.

_It was irrational at best. At worst…_

He couldn't complete the thought - or rather, he refused to. That would only mean accepting the reality of such an assertion. But, would his utter denial at this very moment be another sign that Mami was correct? The Incubator rarely ever allowed a thought to go unanalyzed. So for the first time, the Incubator intently considered the words of the blonde girl.

_She claims that I have been acting differently, out of emotions. Have I?_

Kyubey decided to review his recent actions. He let his mind slowly lapse into total memory submergence, his peripheral senses fading away into darkness. His species' superior mental faculties allowed memories to be played back at will, at a rate far too quickly for an average human brain to process yet still able to maintain a near perfect recall of details. He rifled through the events of the recent days. Images flashed through his mind - returning to Mitakihara, Mami's apartment, scouting the city - but nothing seemed out of the ordinary.

Then, he found something - so suddenly that it caused him to freeze. He felt his mind physically halt, as if his brain was experiencing the mental equivalent of jerking forward with the momentum of a rushing car that just slammed the breaks. The memory of an event that transpired earlier this afternoon filled his mind. It was the girl who temporarily possessed potential, the one he didn't contract.

_That girl… why didn't I initiate contact with her? There was no reason not to. Could it be... _

The world came back into focus, along with its many sensory details. His vision was filled with the harsh, ivory light of the moon, his olfactory nerves with the sharp coldness of the night air, and he felt the bitter wind beat against his small frame. Coming out of total memory submergence is always disorienting, which only worsened the state of Kyubey's mind as he reeled at the endless, inescapable cycle of thoughts that only seemed to lead back to the same conclusion.

_Perhaps I have spent far too much time on this planet._

Kyubey wondered exactly long has it been since he first arrived, but he didn't feel like performing the mental calculations at the moment. Is it a common occurrence for members of his species to have to withdraw from the Earth's surface every so often? If it were, he didn't know. He considered the option of requesting a temporary leave of absence from his duties.

However, as he looked below at the city, at the sprawling mass of buildings and trees, he felt a strange pull tying him down. The vastness of the landscaped that sprawled below him and the very height of the rooftop at which he sat seemed to drastically pronounce the intensity of the Earth's gravity, as if he was being pulled back by the Earth the farther he got away. Kyubey felt the same feeling that he felt in Mami's apartment living room that very morning - that sense of familiarity. He realized that he had no desire to leave this planet.

_Is this attachment? Then that means… _

"What are you doing, Kyubey?" he heard a familiar voice behind him. He turned around to face a raven-haired girl, fully decked in her purple magical girl attire and sporting a circular shield on her arm.

"Akemi Homura, what a coincidence." He replied. The Incubator recalled that Mami did say Homura had witch hunting duties tonight. "I am… contemplating."

Homura squinted her eyes in suspicion. Whenever the Incubator is thinking, it usually brewed bad things for her. "I see."

"How goes the hunt tonight?"

"Fine. I'm taking a break."

"You're handling yourself well then?"

Homura flipped her hair. "I beat Walpurgisnacht. I can deal with anything."

"You sound confident, but that's no reason to let your guard down."

"I know. Of all people, I should. Since when did you start lecturing, Incubator?"

"I'm only offering advice."

"Sure." She walked to the edge of the roof and sat down, dangling her legs over the edge. Being around the Incubator always irritates her, but something about him at the moment was making her feel uneasy, as if something was out of place. Was it something he said?

Kyubey stared across the short distance between them at the anomaly of a magical girl. Out of the three magical girls he knows now, she was certainly the most intriguing. Her time manipulation magic was of definite interest, though at first he found it hard to believe. But the only thing he can think about at the moment was the amount of devotion the raven-haired girl must have to fight through timeline after timeline, all for another person. It was incomprehensible to him.

"May I ask you a question, Akemi Homura?"

"Go ahead."

"How do you feel about being a magical girl?"

Homura eyed the Incubator warily. He was definitely acting strange, and it was unsettling.

"Why do you ask?"

"I am only curious." He replied - the same reason he had given Mami when he asked her the same question...but somehow, he knew that the answer to this question would change everything for him. It would explain why he couldn't bring himself to contract that girl earlier, and it would also answer certain questions about himself. It was something he had to know.

The wind gave a low moan in the short silence between them.

"It's hell."

Kyubey was taken back by the response and the seething contempt behind those words. But that he was taken back surprised him even more. He noticed the girl's hands curl into a fist.

"Its a life of misery, isolation, sacrifice. The only reason I go on is to protect her."

"I see." Kyubey felt his spirit sink even lower. He now knew why. He couldn't contract the girl from before because he knew it would be subjecting her to a life of suffering. He knew from experience that a magical girl rarely ever has a happy life. Every girl he contracts always succumbs to despair in the end. However, he had never that a thought before. There could only be one reason that he would worry about it now, and it's because...

_Mami was right._

The thought hit him hard. He felt his body tense with unease at the very thought and his heartbeat increase with every passing second.

_I really am going insane, aren't I?_

Kyubey took a moment to let to calm himself calm down. There's no point in overreacting. This can't be it. Not yet. He let his rigid body loosen and his shallow breath stabilize bit by bit.

_Is it really insanity though?_

The thought appeared suddenly in his mind. Kyubey did find it surprising - as did the rest of his kind - how a race can live in such a way. But even possessing such a mental impairment, their comparative progress has been notable. Though human society is riddled with various issues, he didn't doubt that one day humanity would reach the stars - just like their species. Could it be that emotions aren't as adverse as they had thought?

"_Don't you think it says something that emotions are what slows entropy",_ Mami's words resounded in his mind again. "_Emotions are what prevents the death of the universe. It says that they're meaningful, right?"_

Her reasoning was sound. Kyubey has always wondered why it was that this mental illness is the very cure for the cold that the universe is dying from.

With shock, he realized then that if he was really starting to sympathize with the human condition, then it could only mean that he has truly, undoubtedly, been afflicted. This time, instead of growing rigid in dread, he felt himself sag with quiet exhaustion.

"I must be going now." Homura stood up from her spot, and flipped her hair. She looked down below her and mentally judged the height of the skyscraper.

"Take care, Akemi Homura."

Her eye twitched and she stopped in her preparation to jump. She turned back towards the Incubator.

"You're acting weird. It's unnerving."

"Am I?" Kyubey sighed internally.

_It's obvious then, isn't it?_

"What's wrong with you?" Homura asked. She didn't know if it was something she should be worried about, but it never hurts to be careful. Especially if it might affect Madoka somehow.

"I'm not sure." Kyubey said, not that he wasn't sure he has emotions now, but rather that he wasn't sure if it was something wrong. He thought back to his conversation with Mami a few hours before. If he could fully understand what he's now experiencing, would he still think it's bad? Would the mental illness still be an illness to him? Mami was seemed sure that he could learn the value of emotions.

_I must speak to Mami again._

"Well… I'm going now." Homura replied with uncertainty. She didn't know what was going with the alien, but something definitely was. Whatever it was, she''ll need time to think, to sort out what seems to be a new development.

"Until next time then." The Incubator said.

She gave a curt nod in response. She took a deep breath, and leaped off the edge of the roof.

Kyubey silently watched the magical girl as she left. In the distance below him, she landed on the roof of another building and ran off, out of sight. She looked so small against the rest of the world. Though he didn't doubt her strength, the vast landscape below him only seemed to suggest how measly a single human was against the rest of the world. And yet, against the harsh reality of the world and the life forced upon them, they withstood it all.

_But at what sacrifice?_

They've lost something along the way - their comfort, relationships, happiness, their sanity. It was enough to make the Incubator question the integrity of his own actions, especially since he was the one that forced this life upon them. He looked up at the glaring moon and into its harsh, unforgiving, ivory light.

_What is this? Is this what humans call… guilt?_

It was almost ironic. How many times had he justified his own actions to the magical girls who discovered the truth? Back then, it had seemed more than justified. It was right. But now… he wasn't sure anymore.

_I don't like this._

If he can't bring himself to contract girls anymore, then what of his duties? If this would interfere with his work he wants none of it. He is an Incubator. His purpose is to collect emotional energy and abate entropy. It was either he continue to force a life of misery upon innocent girls, or give up his very purpose of existence. But once again, what of the suffering girls that he has led to their very deaths? He can't just ignore it anymore.

If what he felt now was only a small taste of what's to come, then what would happen once it does in full? If it's already interfering with his work now, then what of later? The emotions only seemed to trickle slowly through his consciousness at first, barely detectable, but when he finally notices them they've started to fall all at once, like a wave gradually building in volume until it finally crashes down upon the sand with violent force. It was only a matter of time.

Once again, he considered requesting a leave of absence. However, the Incubator knew that it was probably too late. The process has already started. What would his society think of him now? They would definitely shun him without hesitation. In fact, he wouldn't be surprised if they had already noticed.

Kyubey hung his head solemnly.

_I'm already an outcast. I can't go back._

There was only one path ahead of him now. He would have to face it either way. But the largely emotionless side of him that's still present resisted the thought with all its might and cringed with disgust and abhorrence. For the first time, the Incubator didn't know what to do. Suddenly, the sprawling city below him, a metropolis of a multitude of human inhabitants, seemed almost threatening.

_How did all this start?_

It didn't matter though. What matters is that he continues. Even if he is ostracised, even if his very purpose of existence is threatened, he must go on. He will find a way to reconcile his new predicament with his life. But this is something he can't do alone.

_I must speak with Mami._


End file.
